Obesity is becoming a major health problem, particularly among African- Americans. Given the current inability of successfully treating obesity in both adolescents and adults, the prevention of obesity is the best way to tackle the problem. The overall objective of this pilot study is to determine whether a culturally sensitive program of nutrition counseling, supervised exercise by as former basketball African American (AA) player, can reduce the weight gain in inner city minority children of Bridgeport, CT during the transition to adolescence compared to routine clinical care and health counseling. We hypothesize that having a successful athlete as a role model in the program will enhance fitness, self-esteem and quality of life of AA children and lead them to more healthy lifestyles with respect to nutritional and physical activity. The target population will consist of AA children and their caregivers. The aims of the trial are a) to determine whether the intervention program reduces adiposity in experimental vs. control subjects. This will be assessed by differences in body mass index and body composition using BIA, b) to determine whether the intervention favorably alters the biochemical risk factors for cardiovascular disease, including fasting plasma lipids and basal insulin concentrations, and 3) to determine whether the intervention enhances psychosocial well being and healthy lifestyles as assessed by standard questionnaires and activity monitoring instruments. This program will bring together a multi-disciplinary team of professions from a) the academic world (Yale University) working in the field of childhood obesity, b) the "Charles D. Smith Foundation Education Center", a non-professional organization center in Bridgeport, CT, working with inner city children and their families, and c) the children of the "Paul Laurence Dunbar School" of Bridgeport, CT. The ultimate goal of this trial is to empower AA children and caregivers with the knowledge and skills necessary to promote fitness and wellness.